Teladoc Health (TDOC) risk factors, FY2025 10-K

Risks Related to Our Financial Position

1. 01We have a history of cumulative losses, which we expect to continue, and we may never achieve or sustain profitability51% rewritten
2. 02A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations38% rewritten
3. 03We may incur additional non-cash impairment charges for our goodwill or incur non-cash impairment charges for our other intangible assets which would negatively impact our operating results73% rewritten

Risks Related to Our Business and Industry

1. 04The virtual care market is volatile, and if it does not continue to develop, if it develops more slowly than we expect, if it encounters negative publicity, or if our solutions do not drive member engagement, the growth of our business will be harmed
2. 05The impact of potential changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition, and results of operations
3. 06We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed
4. 07Failure to successfully execute on the terms of our contracts could result in significant harm to our business
5. 08If the number of individuals covered by our employer, health plan, and other Clients decreases, or the number of applications or services to which they subscribe decreases, our revenue will likely decrease
6. 09We incur significant upfront costs in our Client relationships, and if we are unable to maintain and grow these Client relationships over time, we are likely to fail to recover these costs, which could have a material adverse effect on our business, financial condition and results of operations
7. 10If our applications and services are not adopted by our Clients or members, or if we fail to innovate and develop new applications and services that are adopted by our Clients or members, our revenue and results of operations will be adversely affected
8. 11Rapid technological change in our industry and the interoperability with third-party technologies presents us with significant risks and challenges23% rewritten
9. 12We use AI and machine learning to operate certain features of our programs and to enable certain business processes, which due to a changing regulatory landscape, could adversely affect our business, financial condition, and results of operationsNew
10. 13A decline in the prevalence of employer-sponsored healthcare or the emergence of new technologies may render our virtual care solutions obsolete or require us to expend significant resources to remain competitive
11. 14If we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase and we may be unable to successfully execute on our growth initiatives, business strategies, or operating plans20% rewritten
12. 15Our growth depends in part on the success of our strategic relationships with third parties
13. 16Our business and growth strategy depend on our ability to maintain and expand a network of qualified providers. If we are unable to do so, any future growth would be limited and our business, financial condition, and results of operations would be harmed
14. 17Failure to adequately develop our direct sales force could impede our ability to grow
15. 18Our sales and implementation cycle can be long and unpredictable and requires considerable time and expense, which may cause our results of operations to fluctuate
16. 19Economic uncertainties or downturns in the general economy or the industries in which we or our Clients operate could disproportionately affect the demand for our solutions and negatively impact our business, financial condition and results of operations23% rewritten
17. 20Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock
18. 21We depend on a limited number of third-party suppliers for certain components of our medical devices, and the loss of any of these suppliers, or their inability to provide us with an adequate supply of materials, could harm our business90% rewritten
19. 22From time to time our devices may also be subject to expiration and/or end-of-life from our manufacturers. Failure to effectively mitigate this via safety-stock, new manufacture, or equivalent products could impair our ability to provide care to membersNew
20. 23Our international operations pose certain political, legal and compliance, operational, regulatory, economic, and other risks to our business that may be different from or more significant than risks associated with our domestic operations, and our exposure to these risks is expected to increase
21. 24We depend on our senior management team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business
22. 25We are dependent on our ability to recruit, retain and develop a very large workforce. We must evolve our culture in order to successfully grow our business
23. 26If we fail to develop widespread brand awareness cost-effectively, or are subject to widespread negative media coverage or social media engagement, our business may suffer
24. 27Our BetterHelp marketing efforts may not be successful or may become more expensive, either of which could increase our costs and adversely affect our business, financial condition, results of operations, and cash flows
25. 28In order to support the growth of our business, we have and may need to incur additional indebtedness or seek capital through new equity or debt financings, which sources of additional indebtedness or capital may not be available to us on acceptable terms or at all39% rewritten
26. 29The investment of our cash and cash equivalents is subject to risks which may cause losses and affect the liquidity of these investments23% rewritten
27. 30Foreign currency exchange rate fluctuations could adversely affect our business, financial condition and results of operations
28. 31Natural or man-made disasters and other similar events may significantly disrupt our business and negatively impact our business, financial condition, and results of operations

Risks Related to Information Technology

1. 32If our or our vendors’ security measures fail or are breached and unauthorized access to a Client's or member’s data is obtained, then our services may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed, and we could lose sales, Clients, and members
2. 33Our proprietary software may not operate properly or meet the expectations of our Clients or members, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business, financial condition, and results of operations
3. 34If we cannot implement our solutions for Clients, enroll members or resolve any technical issues in a timely manner, we may lose Clients or members and our reputation may be harmed, which could have a material adverse effect on our business, financial condition and results of operations

Risks Related to Government Regulation

1. 35Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions85% rewritten
2. 36practicing medicine is subject to change and to evolving interpretations by medical boards, state attorneys general, or the other relevant regulatory and legal authorities, each with broad discretionNew
3. 37In the U.S., a number of states have introduced healthcare transaction notification requirements which may impede our ability to grow through mergers, acquisitions, consolidations, and other transactions
4. 38Evolving government regulations may require increased costs or adversely affect our business, financial condition, and results of operations80% rewritten
5. 39from being offered to Clients and members, which could have a material adverse effect on our business, financial condition, and results of operationsNew
6. 40However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of Client and members’ proprietary and protected health informationNew
7. 41Changes to consumer privacy laws could adversely affect our ability to market our offerings effectively and may require us to change our business practices or expend significant amounts on compliance with such laws
8. 42Our medical device operations are subject to FDA and other similar foreign regulatory requirements39% rewritten
9. 43If we or our third-party suppliers fail to comply with the FDA’s Quality Systems Regulation or similar foreign regulations, our ability to distribute medical devices that are provided to members as part of our solutions could be impaired
10. 44Our failure to comply with the anti-corruption, trade compliance, and economic sanctions laws and regulations of the U.S. and applicable international jurisdictions could materially adversely affect our reputation, business, financial condition, and results of operations

Risks Related to Litigation and Liability

1. 45Any current or future litigation or other legal or regulatory proceedings could be costly and time consuming, and any losses or liability may not be covered by insurance
2. 46We may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance48% rewritten

Risks Related to Intellectual Property

1. 47Any failure to protect our intellectual property rights could impair our ability to protect our technology and our brands
2. 48We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights

Risks Related to Taxation

1. 49Unanticipated changes in our effective tax rate and additional tax liabilities may impact our financial conditions or results of operations
2. 50If the THMG Association's or the Uplift Association's providers or experts are characterized as employees, they would be subject to employment and withholding liabilities

Risks Related to Ownership of Our Common Stock

1. 51Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
2. 52Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation will be your sole source of gain, if any
3. 53We have been, and in the future could be, subject to securities class action litigation, shareholder derivative complaints and related matters
4. 54If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares, or if our results of operations do not meet their expectations, the share price and trading volume of our common stock could decline